QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34220

3D SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

95-4431352

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

333 THREE D SYSTEMS CIRCLE

ROCK HILL, SOUTH CAROLINA

29730

(Address of Principal Executive Offices)

(Zip Code)

(803) 326-3900
(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
(Do not check if smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.) Yes o No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.

Shares of Common Stock, par value $0.001, outstanding as of October 21, 2011: 50,538,610

3D SYSTEMS CORPORATION

Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2011

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for (benefit of) deferred income taxes

(4,833

)

212

Depreciation and amortization

7,402

5,355

Provision for (recovery of) bad debts

929

(118

)

Share-based compensation

1,827

1,057

Loss on the disposition of property and equipment

82

49

Changes in operating accounts:

Accounts receivable

(2,568

)

(155

)

Inventories

(5,000

)

(2,160

)

Prepaid expenses and other current assets

(293

)

920

Accounts payable

(4,777

)

(1,308

)

Accrued liabilities

37

1,892

Customer deposits

608

1,973

Deferred revenue

(1,106

)

317

Other operating assets and liabilities

(940

)

315

Net cash provided by operating activities

18,783

18,472

Cash flows from investing activities:

Purchases of property and equipment

(2,295

)

(1,019

)

Additions to license and patent costs

(305

)

(243

)

Proceeds from disposition of property and equipment



6

Cash paid for acquisitions, net of cash assumed

(44,830

)

(9,086

)

Net cash used in investing activities

(47,430

)

(10,342

)

Cash flows from financing activities:

Proceeds from issuance of common stock

62,054



Proceeds from exercise of stock options and restricted stock

2,378

262

Repayment of capital lease obligations

(172

)

(159

)

Restricted cash

(189

)



Net cash provided by financing activities

64,071

103

Effect of exchange rate changes on cash

(156

)

665

Net increase in cash and cash equivalents

35,268

8,898

Cash and cash equivalents at the beginning of the period

37,349

24,913

Cash and cash equivalents at the end of the period

$

72,617

$

33,811

Supplemental Cash Flow Information:

Interest payments

$

418

$

442

Income tax payments

994

274

Non-cash items:

Transfer of equipment from inventory to property and equipment, net(a)

2,721

1,419

Transfer of equipment to inventory from property and equipment, net(b)

779

392

Stock issued for acquisitions of businesses

3,042

3,915

(a)

Inventory is transferred from inventory to property and
equipment at cost when the Company requires additional
machines for training, demonstration or short-term
rentals.

(b)

In general, an asset is transferred from property and
equipment, net, into inventory at its net book value when
the Company has identified a potential sale for a used
machine. The machine is removed from inventory upon
recognition of the sale.

The accompanying unaudited condensed consolidated financial statements include the accounts of
3D Systems Corporation and its subsidiaries (collectively, the Company). All significant
intercompany transactions and balances have been eliminated in consolidation. The unaudited
condensed consolidated financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America (GAAP) and the rules and
regulations of the Securities and Exchange Commission (SEC) applicable to interim reports.
Accordingly, they do not include all the information and notes required by GAAP for complete
financial statements and should be read in conjunction with the audited financial statements
included in the Companys Annual Report on Form 10-K (Form 10-K) for the year ended December 31,
2010.

In the opinion of management, the unaudited condensed consolidated financial statements
contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to
present fairly the financial position, results of operations and cash flows for the periods
presented. The results of operations for the quarter and nine months ended September 30, 2011 are
not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in accordance with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements. Actual
results may differ from these estimates and assumptions.

Certain prior period amounts presented in the accompanying footnotes have been reclassified to
conform to current year presentation.

The Companys Board of Directors approved a two-for-one stock split, effected in the form of a
100% stock dividend, which was paid on May 18, 2011 to stockholders of record at the close of
business on May 9, 2011. The Companys stockholders received one additional share of common stock
for each share of common stock owned. This did not change the proportionate interest that a
stockholder maintained in the Company. All share and per share amounts set forth in this report,
including earnings per share and the weighted average number of shares outstanding for basic and
diluted earnings per share, for each respective period have been adjusted to reflect the
two-for-one stock split.

All amounts presented in the accompanying footnotes are presented in thousands, except for per
share information.

The Company has evaluated subsequent events from the date of the condensed consolidated
balance sheet through the date of the filing of this Form 10-Q. During this period, no material
recognizable subsequent events were identified. See Note 2 and Note 15 for a description of
subsequent events that are not significant to the Companys consolidated financial statements.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update 2011-8 (ASU 2011-8), Intangibles  Goodwill and Other (Topic 350). ASU 2011-8
is intended to simplify the testing of goodwill for impairment by permitting an entity to first
assess qualitative factors to determine whether it is more likely than not that the fair value of
a reporting unit is less than its carrying amount as a basis for determining whether it is
necessary to perform the two-step goodwill impairment test described in Topic 350. ASU 2011-8 will
become effective for fiscal years beginning after December 15, 2011, with early adoption permitted
in limited circumstances. The standard will become effective for the Company in January 2012 and
the adoption is not expected to have a significant impact on the Companys consolidated financial
statements.

No other new accounting pronouncements issued or effective during the third quarter of 2011
have had or are expected to have an impact on the Companys consolidated financial statements.

(2) Acquisitions

In addition to the acquisitions previously disclosed, the Company completed acquisitions in
the third quarter of 2011, which are discussed below.

On July 19, 2011, the Company acquired the assets of Alibre Inc. (Alibre), a provider of
design productivity solutions. Alibres operations have been integrated into the Company and
future revenue will be included in printers and other products and services
revenue. The fair value of the consideration paid for this acquisition was $3,800, all of
which was paid in cash and was allocated to the assets purchased and liabilities assumed based on
the estimated fair values at the date of acquisition, and is included in the table below which
summarizes third quarter 2011 acquisitions.

On August 9, 2011, the Company acquired certain assets of Content Media, Inc. related to the
Botmill printer (Botmill). Botmill is a manufacturer of desktop 3D printers, kits, materials and
accessories. Botmills operations have been integrated into the Company and future revenue will be
included in printers and other products revenue. The fair value of the consideration paid for this
acquisition was $17, all of which was paid in cash, and was allocated to the assets purchased based
on the estimated fair values at the date of acquisition, and is included in the table below which
summarizes third quarter 2011 acquisitions.

Subject to the terms and conditions of the acquisition agreement, the sellers have the right
to earn an additional amount up to a maximum of $1,000, pursuant to an earn-out formula set forth
in the acquisition agreement, for a period of three years, which commenced on September 1, 2011. As
of September 30, 2011, no accrued liability was recorded for the earnout. The Company will
re-evaluate the earnout in future periods to determine if a liability is to be accrued.

On September 20, 2011, the Company acquired the shares of Formero Pty, Ltd. and its
wholly-owned subsidiary XYZ Innovation (Formero). Formero, based in Australia, with an office in
China, is a provider of on-demand custom parts services and a distributor of 3D printers.
Formeros operations have been integrated into the Company and included in services revenue and
printers and other products revenue. The fair value of the consideration paid for this
acquisition, net of cash acquired, was $5,838, all of which was paid in cash and was allocated to
the assets purchased and liabilities assumed based on the estimated fair values at the date of
acquisition, and is included in the table below which summarizes third quarter 2011 acquisitions.

Subject to the terms and conditions of the acquisition agreement, the sellers have the right
to earn an additional amount of up to a maximum of approximately $2,012, based on the exchange rate
at the date of acquisition, pursuant to an earn-out formula set forth in the acquisition agreement,
for a period of three years, which commenced on October 1, 2011. As of September 30, 2011, an
accrued liability of approximately $1,862, based on the exchange rate at the date of acquisition,
was recorded for the earnout. The earnout was determined to be acquisition consideration and
therefore is reflected as part of goodwill.

The amounts related to the acquisitions of these businesses were allocated to the assets
acquired and the liabilities assumed and included in the Companys condensed consolidated balance
sheet at September 30, 2011 as follows:

(in thousands)

2011

Fixed assets

$

1,100

Intangible assets

11,144

Other assets, net of cash acquired and liabilities assumed

(2,589

)

Net assets acquired

$

9,655

These acquisitions were not significant, either individually or in aggregate; therefore, no
pro-forma financial information is provided for these acquisitions.

Subsequent acquisition

On October 4, 2011, the Company acquired the shares of Kemo Modelmakerij B.V. (Kemo). Kemo,
based in The Netherlands, is a provider of on-demand custom parts services. The Company is in the
process of integrating Kemo. The fair value of the consideration paid for this acquisition, net of
cash acquired, was approximately $4,006, based on the exchange rate at the date of acquisition, all
of which was paid in cash, and will be allocated to the assets purchased and liabilities assumed
based on the estimated fair values at the date of acquisition. Due to the timing of this
acquisition, at the time of this filing the Company is in the process of allocating the fair values
of the assets purchased, liabilities assumed, and other intangibles identified as of the
acquisition date, with any excess to be recorded as goodwill. Future revenue from this acquisition
will be reported in services revenue. The Kemo acquisition is not significant to the Companys
consolidated financial statements.

(3) Inventories

Components of inventories, net at September 30, 2011 and December 31, 2010 were as follows:

Property and equipment, net at September 30, 2011 and December 31, 2010 were as follows:

Useful Life

(in thousands, except years)

2011

2010

(in years)

Land

$

541

$

152

N/A

Building

9,204

9,574

25

Machinery and equipment

34,235

30,460

3-7

Capitalized software  ERP

3,143

3,143

5

Office furniture and equipment

3,152

3,051

5

Leasehold improvements

5,855

5,504

Life of lease

Rental equipment

58

506

5

Construction in progress

1,893

980

N/A

Total property and equipment

58,081

53,370

Less: Accumulated depreciation and amortization

(29,377

)

(25,701

)

Total property and equipment, net

$

28,704

$

27,669

Depreciation and amortization expense on property and equipment for the quarter and nine
months ended September 30, 2011 was $1,547 and $4,596, respectively, compared to $1,644 and $4,511
for the quarter and nine months ended September 30, 2010.

(5) Intangible Assets

Intangible assets other than goodwill at September 30, 2011 and December 31, 2010 were as
follows:

2011

2010

Accumulated

Accumulated

(in thousands)

Cost

Amortization

Net

Cost

Amortization

Net

Licenses

$

5,875

$

(5,875

)

$



$

5,875

$

(5,875

)

$



Patent costs

16,311

(13,806

)

2,505

16,296

(13,632

)

2,664

Acquired technology

11,064

(10,367

)

697

11,064

(10,304

)

760

Internally developed software

17,847

(9,588

)

8,259

9,984

(8,936

)

1,048

Customer relationships

17,115

(1,110

)

16,005

10,253

(300

)

9,953

Non-compete agreements

8,552

(1,575

)

6,977

3,875

(840

)

3,035

Trade names

4,657

(137

)

4,520

883

(68

)

815

Other

1,923

(1,228

)

695

974

(974

)



Total

$

83,344

$

(43,686

)

$

39,658

$

59,204

$

(40,929

)

$

18,275

For the nine months ended September 30, 2011 and 2010, the Company capitalized $305 and $243,
respectively, of costs incurred to acquire, develop and extend patents in the United States and
various other countries.

Amortization expense for intangible assets for the quarter and nine months ended September 30,
2011 was $855 and $2,806, respectively, compared to $282 and $844 for the quarter and nine months
ended September 30, 2010.

Other liabilities at September 30, 2011 and December 31, 2010 were as follows:

(in thousands)

2011

2010

Defined benefit pension obligation

$

3,386

$

3,394

Long-term tax liability

804

756

Earnouts related to acquisitions

2,681

2,660

Deferred tax liability

3,189

3,134

Other long-term liabilities

173

17

Total

$

10,233

$

9,961

(7) Hedging Activities and Financial Instruments

The Company conducts business in various countries using both the functional currencies of
those countries and other currencies to effect cross border transactions. As a result, the Company
is subject to the risk that fluctuations in foreign exchange rates between the dates that those
transactions are entered into and their respective settlement dates will result in a foreign
exchange gain or loss. When practicable, the Company endeavors to match assets and liabilities in
the same currency on its balance sheet and those of its subsidiaries in order to reduce these
risks. When appropriate, the Company enters into foreign currency contracts to hedge exposures
arising from those transactions. The Company has elected not to prepare and maintain the
documentation to qualify for hedge accounting treatment under ASC 815, Derivatives and Hedging,
therefore, all gains and losses (realized or unrealized) are recognized in Interest and other
expense (income), net in the condensed consolidated statements of operations and comprehensive
income. Depending on their fair value at the end of the reporting period, derivatives are recorded
either in prepaid expenses and other current assets or in accrued and other liabilities on the
condensed consolidated balance sheet.

There were no foreign currency contracts outstanding at September 30, 2011 or December 31,
2010.

The total foreign currency impact on the condensed consolidated statements of operations and
comprehensive income for the quarter and nine months ended September 30, 2011 was a loss of $575
and a gain of $36, respectively, compared to gains of $681 and $140, respectively, for the quarter
and nine months ended September 30, 2010.

(8) Share-based Compensation Plans

The Company records share-based compensation expense in selling, general and administrative
expenses in the condensed consolidated statements of operations and comprehensive income. The 2010
data below has been adjusted to reflect the two-for-one stock split, in the nature of a stock
dividend, that the Company completed during the second quarter of 2011.

Share-based compensation expense for the quarter and nine months ended September 30, 2011 and
2010 was as follows:

Quarter Ended September 30,

Nine months Ended September 30,

(in thousands)

2011

2010

2011

2010

Restricted
stock awards

$

593

$

268

$

1,827

$

1,057

The number of shares of restricted common stock awarded and the weighted average fair value
per share during the quarter and nine months ended September 30, 2011 and 2010 were as follows:

Quarter Ended September 30,

2011

2010

Weighted Average

Weighted Average

(in thousands, except per share amounts)

Shares Awarded

Fair Value

Shares Awarded

Fair Value

Restricted stock awards:

Granted under the 2004 Incentive Stock Plan

46

$

22.65

40

$

6.58

Granted under the 2004 Restricted Stock
Plan for Non-Employee Directors

Granted under the 2004 Restricted Stock
Plan for Non-Employee Directors

16

18.23

36

7.15

Total restricted stock awards

214

$

20.32

180

$

6.91

In the nine months ended September 30, 2011, the Company granted restricted stock awards
covering 198 shares of common stock pursuant to the Companys 2004 Incentive Stock Plan. Of the
198 shares granted in the nine months ended September 30, 2011, 10 shares were awarded to executive
officers of the Company. Additionally, of the 46 shares granted in the third quarter of 2011, 15
remained subject to acceptance at September 30, 2011. In the first nine months of 2010, the
Company granted restricted stock awards covering 144 shares of common stock pursuant to the
Companys 2004 Incentive Stock Plan, none of which were awarded to executive officers of the
Company.

In the third quarters of 2011 and 2010, the Company did not issue any shares of common stock
pursuant to the Companys 2004 Restricted Stock Plan for Non-Employee Directors. Stock compensation
expense for directors totaled $0 and $300 for the quarter and nine months ended September 30, 2011,
compared to $0 and $257 for the quarter and nine months ended September 30, 2010.

Effective April 1, 2011, the Board of Directors amended the 2004 Restricted Stock Plan for
Non-Employee Directors to limit the value of any award of shares made to an eligible director to
$50, valued on the date of the award.

(9) International Retirement Plan

The following table shows the components of net periodic benefit costs and other amounts
recognized in the condensed consolidated statements of operations and comprehensive income for the
quarter and nine months ended September 30, 2011 and 2010:

Quarter Ended September 30,

Nine months Ended September 30,

(in thousands)

2011

2010

2011

2010

Service cost

$

28

$

24

$

85

$

74

Interest cost

31

22

95

70

Total

$

59

$

46

$

180

$

144

(10) Earnings Per Share

The Company presents basic and diluted earnings per share (EPS) amounts. Basic EPS is
calculated by dividing net income available to common stockholders by the weighted average number
of common shares outstanding during the applicable period. Diluted EPS is calculated by dividing
net income by the weighted average number of common and common equivalent shares outstanding during
the applicable period.

The following table reconciles basic weighted average outstanding shares to diluted weighted
average outstanding shares for the quarter and nine months ended September 30, 2011 and 2010:

The average outstanding diluted shares
calculation excludes options with an exercise price that exceeds
the average market price of shares during the period, since the
effect of their inclusion would have been anti-dilutive
resulting in an increase to the net earnings per share.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs that may be used to measure fair value:

Level 2  Observable inputs other than Level 1 prices, such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities; or

Level 3  Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.

For the Company, the above standard applies to cash equivalents and foreign exchange
contracts. The Company utilizes the market approach to measure fair value for its financial assets
and liabilities. The market approach uses prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

Fair Value Measurements as of September 30, 2011

(in thousands)

Level 1

Level 2

Level 3

Total

Cash equivalents (1)

$

37,692

$



$



$

37,692

(1)

Cash equivalents include funds held in money market
instruments and are reported at their current carrying
value, which approximates fair value due to the short-term
nature of these instruments and are included in cash and
cash equivalents in the consolidated balance sheet.

The Company did not have any transfers of assets and liabilities between Level 1 and Level 2
of the fair value measurement hierarchy during the quarter or nine months ended September 30, 2011.

In addition to the financial assets included in the above table, certain of our non-financial
assets and liabilities are to be initially measured at fair value on a non-recurring basis. This
includes items such as non-financial assets and liabilities initially measured at fair value in a
business combination (but not measured at fair value in subsequent periods) and non-financial,
long-lived assets measured at fair value for an impairment assessment. In general, non-financial
assets and liabilities including goodwill, other intangible assets and property and equipment are
measured at fair value when there is an indication of impairment and are recorded at fair value
only when impairment is recognized. The Company has not recorded any impairments related to such
assets and has had no other significant non-financial assets or non-financial liabilities requiring
adjustments or write-downs to fair value as of September 30, 2011 or December 31, 2010.

(12) Income Taxes

The Companys effective tax rates were 11.3% and (15.5)% for the quarter and nine months ended
September 30, 2011, respectively, compared to 5.0% and 7.0% for the quarter and nine months ended
September 30, 2010, respectively.

In conjunction with the Companys ongoing review of its actual results and anticipated future
earnings, the Company assesses the possibility of releasing the valuation allowance remaining on
its U.S. net deferred tax assets. During the second quarter of 2011, based upon recent results of
operations and expected profitability in the future, the Company concluded that is more likely than
not that a portion of the U.S. net deferred tax assets will be realized. As a result, in accordance
with ASC 740, the Company reversed $17,000 of the valuation allowance applied to U.S. net deferred
tax assets. The reversal of the valuation allowance resulted in a non-cash income tax benefit of
$6,221. There were no releases during the quarter ended September 30, 2011. As of September 30,
2011, the Company has a valuation allowance remaining on its U.S. net deferred tax assets of
$17,098.

Tax years 2007 to 2010 remain subject to examination by the U.S. Internal Revenue Service. The
Company has utilized a portion of its U.S. loss carryforwards covering the years 1997 through 2003.
Should the Company utilize any of its remaining losses, which date back to 2003, these would be
subject to examination. The Company files income tax returns (which are open to examination
beginning in the year shown in parentheses) in France (2005), Germany (2006), Japan (2005), Italy
(2005), Switzerland (2005) and the United Kingdom (2007).

(13) Segment Information

The Company operates in one reportable business segment. The Company conducts its business
through subsidiaries in the United States, a subsidiary in Switzerland that operates a research and
production facility, and sales and services offices, including custom parts services, operated by
subsidiaries in Europe (France, Germany, Italy, The Netherlands and the United Kingdom) and in
Asia-Pacific (Australia, China and Japan). The Company has historically disclosed summarized
financial information for the geographic areas of operations as if they were segments in accordance
with ASC 280, Segment Reporting.

Summarized financial information concerning the Companys geographical operations is shown in
the following tables:

Quarter Ended September 30,

Nine months Ended September 30,

(in thousands)

2011

2010

2011

2010

Revenue from unaffiliated customers:

United States

$

31,679

$

18,146

$

83,165

$

49,690

Germany

8,288

5,773

23,330

17,091

Other Europe

12,061

11,037

33,701

25,860

Asia Pacific

5,510

6,547

20,367

15,632

Total

$

57,538

$

41,503

$

160,563

$

108,273

The Companys revenues from unaffiliated customers by type are as follows:

All revenue between geographic areas is recorded at prices that provide for an allocation of
profit between entities. Income from operations and assets for each geographic area are as follows:

Quarter Ended September 30,

Nine months Ended September 30,

(in thousands)

2011

2010

2011

2010

Income from operations:

United States

$

5,840

$

2,295

$

12,975

$

4,413

Germany

158

190

985

691

Other Europe

1,247

378

3,880

1,280

Asia Pacific

1,556

2,101

6,327

4,481

Subtotal

8,801

4,964

24,167

10,865

Inter-segment elimination

(10

)

196

36

367

Total

$

8,791

$

5,160

$

24,203

$

11,232

September 30,

December 31,

(in thousands)

2011

2010

Assets:

United States

$

197,506

$

113,249

Germany

14,624

17,231

Other Europe

71,814

67,790

Asia Pacific

22,986

10,530

Total

$

306,930

$

208,800

(14) Commitments and Contingencies

The Company leases office space and certain furniture and fixtures under various
non-cancelable operating leases. Rent expense under operating leases was $652 and $1,921 for the
quarter and nine months ended September 30, 2011, respectively, compared to $203 and $584 for the
quarter and nine months ended September 30, 2010, respectively.

As of September 30, 2011, the Company has supply commitments with third party assemblers for
printer assemblies for 2011 that total $9,146.

For certain of our recent acquisitions, the Company is obligated for the payment of deferred
purchase price totaling $3,720, based upon the exchange rate at the date of acquisition, all of
which is due in 2011. As of September 2010, the Company had obligations for the payment of
deferred purchase price for certain acquisitions totaling $315. Certain of these acquisitions also
contain earnout provisions under which the sellers of the acquired businesses can earn additional
amounts. The total liabilities recorded for these earnouts as of September 30, 2011 was $5,158 and
is included in other liabilities. As of September 30, 2010, the Company had no liabilities
recorded for earnouts related to acquisitions. See Note 2 for details of acquisitions and related
commitments.

Litigation

On March 14, 2008, DSM Desotech Inc. filed a complaint, in an action titled DSM Desotech Inc.
v. 3D Systems Corporation and 3D Systems, Inc. in the United States District Court for the Northern
District of Illinois (Eastern Division), asserting that the Company engaged in anticompetitive
behavior with respect to resins used in certain stereolithography machines. The complaint further
asserted that the Company is infringing on two of DSM Desotechs patents relating to
stereolithography machines. DSM Desotech subsequently filed two amendments to its complaint in
which it reasserted its original causes of action or asserted additional causes of action. The
Company filed answers to DSM Desotechs complaints in which, among other things, it denied the
material allegations of the complaints. On July 20, 2010, the Court issued a decision relating to
the construction of the claims of the patents-in-suit following the Markman hearing held on
September 16, 2009. In that decision, the Court generally adopted the claim constructions proposed
by the Company.

Fact discovery regarding the claims pending in this case concluded January 31, 2011, and this
case remains in the pre-trial stage.

The Company understands that DSM Desotech estimates the damages associated with its claims to
be in excess of $40,000. The Company intends to continue vigorously contesting all the claims
asserted by DSM Desotech.

The Company has been pursuing patent infringement litigation against EnvisionTec, Inc. and
certain of its related companies since 2005. In this litigation, the Company asserted that
EnvisionTec infringed the Companys patents covering various three-dimensional solid imaging
products and methods for creating physical three-dimensional models of an object and has sought
injunctive relief and damages. EnvisionTecs Perfactory machine and Vanquish machine (the Vanquish
is now marketed as the PerfactoryXede and PerfactoryXtreme) are the two products accused of patent
infringement.

A jury trial was held in September 2010. Following that trial, the jury issued a verdict to
the effect that EnvisionTecs Vanquish machines infringe one of the Companys patents, and the
Court entered judgment on that verdict on October 7, 2010. On March 10, 2011, the Court issued a
second amended judgment to the effect that EnvisionTecs Perfactory and Vanquish machines infringe
one patent and its Vanquish machines infringe a second patent.

On April 7, 2011, EnvisionTec filed a Notice of Appeal with the United States Court of Appeals
for the Federal Circuit, which granted the Companys motion to dismiss that appeal on August 17,
2011. On October 6, 2011, the Court entered a third amended judgment declaring that the judgment
of infringement referred to above is a final judgment. On October 13, 2011, the Court denied
Envisiontecs motion to stay damages discovery, and damages discovery is underway. The Company
intends to pursue claims for damages against EnvisionTec.

On July 14, 2010, MSK K.K., a Japanese company, filed a complaint against the Companys
Japanese subsidiary in the Tokyo District Court asserting, among other things, that the Companys
subsidiary failed to satisfy certain alleged performance guarantees associated with the use of
certain materials in two printers purchased from the Company in 2007.

The plaintiff is seeking damages in excess of $1,600. The Company intends to continue to
vigorously contest the claims asserted by MSK K.K.

The Company is also involved in various other legal matters incidental to its business. The
Companys management believes, after consulting with counsel, that the disposition of these other
matters will not have a material effect on the Companys consolidated results of operations or
consolidated financial position.

(15) Subsequent Events

On October 4, 2011, the Company acquired Kemo Modelmakerij B.V. (Kemo). Future revenue from
this acquisition will be reported in services revenue. The Kemo acquisition is not significant to
the Companys financial statements. See Note 2.

In October, the Company held a Special Meeting of Stockholders of 3D Systems Corporation. At
the special meeting stockholders approved an amendment to the Companys Certificate of
Incorporation to increase the number of authorized shares of Common Stock from 60,000 shares to
120,000 shares. The newly authorized shares of Common Stock would be issuable for any proper
corporate purpose, including future acquisitions, capital-raising or financing transactions
involving Common Stock, convertible securities or other equity securities, stock splits, stock
dividends and current or future equity compensation plans. These additional shares will provide
the Company the flexibility to issue shares for future corporate needs without potential expense or
delay incident to obtaining stockholder approval for any particular issuance.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

This discussion should be read in conjunction with the unaudited condensed consolidated
financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q
(Form 10-Q).

We are subject to a number of risks and uncertainties that may affect our future performance
that are discussed in greater detail in the sections entitled Forward-Looking Statements and
Cautionary Statements and Risk Factors at the end of this Item 2 and that are discussed or
referred to in Item 1A of Part II of this Form 10-Q.

Business Overview

We are a global provider of three-dimensional (3D) content-to-print solutions including
personal, professional and production 3D printers, print materials, on-demand custom parts services
and creative content development, design productivity tools and curation services and downloads.
Our integrated solutions enable complex three-dimensional objects to be produced directly from 3D
digital data without tooling, greatly reducing the time and cost required to produce prototypes or
customized production parts. Through our custom parts services, which consist of our 3Dproparts
and Quickparts® brands, we supply a wide variety of custom-made plastic and metal parts as well as
assembly and production jigs, fixtures and casting patterns in different finishes and colors
through a growing network of custom parts service locations.

Our consolidated revenue is derived primarily from the sale of our printers, the sale of the
related print materials used by the printers to produce solid objects and the provision of printer
services and custom parts services to our customers.

Recent Developments

In 2011, we have continued to execute on our strategic initiatives, including growing our
custom parts services, through additional acquisitions and organic growth, accelerating personal
and professional 3D printer penetration by expanding our distribution channel of reseller partners,
and growing healthcare solutions revenue. We also began to execute on our initiative to build 3D
consumer content products and services through acquisitions and organic growth.

In July, we acquired Alibre, Inc., a provider of 3D design productivity solutions, including a
suite of parametric CAD solutions that are easy to own and simple to use for makers and designers.

In September, we acquired Formero Pty, Ltd. and its wholly owned subsidiary XYZ Innovation.
Formero, based in Melbourne, Australia, is a provider of on-demand custom parts services and a
distributor of 3D printers. In addition, Fomero has an office located in China to support
procurement for its custom parts services.

In September, we introduced two new personal 3D printers: the 3DTouch and the ProJet 1500.
The 3DTouch features multiple print heads for color and material choices, an intuitive touchscreen
and USB storage. The ProJet 1500 is an affordable, high resolution personal 3D printer that prints
plastic parts in six different colors and is network ready with email notification capabilities and
a web browser interface.

In October, we acquired Kemo Modelmakerij B.V. (Kemo). Kemo, based in Budel, The
Netherlands, is a provider of custom parts services.

In October, we held a Special Meeting of Stockholders of 3D Systems Corporation. At the
special meeting stockholders approved an amendment to our Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 60 million shares to 120 million shares. The
newly authorized shares of Common Stock would be issuable for any proper corporate purpose,
including future acquisitions, capital-raising or financing transactions involving Common Stock,
convertible securities or other equity securities, stock splits, stock dividends and current or
future equity compensation plans. These additional shares will provide us the flexibility to issue
shares for future corporate needs without potential expense or delay incident to obtaining
stockholder approval for any particular issuance.

In
October, we introduced Visijet®
clear print material that meets the requirements of USP class VI for
plastics and is designed for advanced medical and dental
applications.

Our operating activities generated $18.8 million of net cash in the first nine months of 2011,
which is discussed in greater detail below. We used $47.4 million to fund our strategic investing
activities, including acquisitions of businesses. Financing activities during the nine months
ended September 30, 2011 provided $64.1 million of cash, including $62.1 million from our common
stock offering. We finished the period with $72.6 million of unrestricted cash compared to $37.3
million of unrestricted cash at December 31, 2010.

During the third quarter of 2011 we reported increases in revenue and profit compared to the
third quarter of 2010 as our worldwide business continued to expand. Revenue for the third quarter
of 2011 improved by 38.6% to $57.5 million from $41.5 million for the third quarter of 2010.
Revenue increased across all classes of products and services, led by
a $10.3 million, or 194.6%,
increase in custom parts services revenue and a $4.2 million or
29.6% increase in materials
revenue. Higher revenue, coupled with improved gross profit margins, enabled us to achieve net income of $7.2
million for the third quarter of 2011, compared to $5.4 million in the same period of 2010.
Revenue for the nine months ended September 30, 2011 increased 48.3% to $160.6 million from $108.3
million in 2010, and net income increased 170.8% to $27.4 million from $10.1 million for 2010 for
primarily the same reasons.

Printer revenue rose by $0.3 million from $14.5 million in the third quarter of 2010 to $14.8
million in the third quarter of 2011. The increase in printer revenue
reflects a continued shift in printer mix toward
personal and professional printer sales.

Print materials sales for the third quarter of 2011 rose by $4.2 million from the third
quarter of 2010 from continued expansion of printers installed over past periods and increased
revenue from integrated materials.

Revenue from services improved by $11.5 million to $24.3 million in the third quarter of 2011
from $12.8 million in the third quarter of 2010. This increase in services revenue reflects
revenue from our custom parts services and increased revenue from printer service components, both
from organic growth and acquisitions. Service revenue from custom parts services was $15.6
million, or 64.4%, of total services revenue for the third quarter of 2011.

For the third quarter of 2011, healthcare revenue was $7.2 million, or 13%, of our total
revenue, compared to $6.0 million, or 14%, in the third quarter of 2010. Healthcare solutions
revenue includes sales of printers, print materials, and services for hearing aid, dental, medical
device and other health-related applications. Printer sales into these marketplaces can fluctuate
from period to period due to timing; 59% of revenue from healthcare applications was from recurring
revenue in the third quarter of 2011 compared to 60% in the third quarter of 2010.

Our higher gross profit in the third quarter and first nine months of 2011 arose primarily
from our higher level of revenue coupled with cost containment. Our gross profit margin increased
to 48.3% in the third quarter of 2011 from 45.4% in the third quarter of 2010 due to increased
revenue and overhead absorption, partially offset by lower margin personal and professional
printers making up a higher percentage of printer sales, an unfavorable mix of production printers
and custom parts services making up a higher percentage of revenue at a lower margin.

Our total operating expenses increased by $5.3 million in the third quarter of 2011 to $19.0
million from $13.7 million in the third quarter of 2010. The increase reflected higher selling,
general and administrative expenses primarily related to higher commissions, staffing from our
acquisitions and increased legal expenses associated with litigation and acquisitions. The increase
also reflected a $1.2 million increase in research and development expenses related to new product launches and
spending related to our 3D content and consumer solutions development. We expect to continue to
manage expenses and drive down our costs where possible without impairing our ability to operate
and service our customers. We expect our SG&A expenses for the remainder of 2011 to be in the
range of $15.5 to $16.5 million, and our research and development expenses to be in the range of
$3.5 million to $4.0 million.

Our operating income for the third quarter of 2011 increased to $8.8 million from $5.2 million
in the third quarter of 2010. This improvement in operating income resulted from higher revenues
and gross profit, partially offset by higher operating expenses, as further discussed below.

Table 1 sets forth our change in revenue by class of product and service for the third quarter
of 2011 compared to the third quarter of 2010:

Table 1

Printers and

Other

(Dollars in thousands)

Products

Print Materials

Services

Totals

Revenue  3rd quarter 2010

$

14,506

35.0

%

$

14,236

34.3

%

$

12,761

30.7

%

$

41,503

100

%

Change in revenue:

Volume

Core products and services

(236

)

(1.6

)

3,048

21.4

10,459

82.0

13,271

32.0

New products and services

1,547

10.7

114

0.8

473

3.7

2,134

5.1

Price/Mix

(1,292

)

(8.9

)

312

2.2





(980

)

(2.4

)

Foreign currency translation

266

1.8

747

5.2

597

4.7

1,610

3.9

Net change

285

2.0

4,221

29.6

11,529

90.4

16,035

38.6

Revenue  3rd quarter 2011

$

14,791

25.7

%

$

18,457

32.1

%

$

24,290

42.2

%

$

57,538

100

%

We earn revenues from the sale of printers and other products, print materials and services.
On a consolidated basis, revenue for the third quarter of 2011 increased by $16.0 million, or
38.6%, compared to the third quarter of 2010 as a result of the factors discussed below. Our
organic growth rate was 11.7% for the third quarter of 2011.

The increase in revenue from printers and other products that is due to volume for the third
quarter of 2011 compared to the third quarter of 2010 was the result of higher sales of personal
and professional printers, partially offset by lower production printer revenue. Revenue from
printers and other products consisted of:



Production printers, which represented $7.8 million, or 53%, of total printers revenue
for the third quarter of 2011, compared to $9.0 million, or 62%, for the third quarter of
2010;



Personal and professional printers, which made up the remaining $7.0 million, or 47%, in
the third quarter of 2011, compared to $5.5 million, or 38%, in the third quarter of 2010.

Due to the relatively high list price of
our production printers, our customers purchasing decisions
may have a longer lead time. Combined with the overall low unit volume of production printers sales
in any particular period, the acceleration or delay of orders and shipments of a small number of
production printers from one period to another can significantly affect revenue reported for our
printers sales for the period involved. Revenue reported for printers sales in any particular
period is also affected by revenue recognition rules prescribed by generally accepted accounting
principles.

Revenue from print materials was higher as a result of continued expansion of printers
installed over past periods and a 112.8% increase in integrated print materials revenue. Sales of
integrated print materials represented 53% of total materials revenue in the third quarter of 2011
compared to 32% in the third quarter of 2010.

The increase in services revenue reflects revenue from our custom parts services and increased
revenue from printer service components, both from organic growth and acquisitions. Service
revenue from custom parts services was $15.6 million, or 64.4%, of total service revenue for the
third quarter of 2011.

At September 30, 2011 our backlog was $11.3 million, compared to backlogs of $7.6 million at
December 31, 2010 and $7.0 million at September 30, 2010. Production and delivery of our printers
is generally not characterized by long lead times. The higher backlog at September 30, 2011
includes an order for multiple printers for future delivery. Additionally, custom parts services
lead time and backlog depend on whether orders are for rapid prototyping or longer-range production
runs. The backlog at September 30, 2011 includes $6.3 million of custom parts services orders.

In addition to changes in sales volumes, there are two other primary drivers of changes in
revenues from one period to another: the combined effect of changes in product mix and average
selling prices, sometimes referred to as price and mix effects, and the impact of fluctuations in
foreign currencies.

As used in this Managements Discussion and Analysis, the price and mix effects relate to
changes in revenue that are not able to be specifically related to changes in unit volume. Among
these changes are changes in the product mix of our materials and our printers as the trend toward
smaller, lower-priced printers has continued and the influence of new printers and print materials
on our operating results has grown.

Each geographic region contributed to our higher level of revenue in the third quarter of
2011. Table 2 sets forth the change in revenue by geographic area for the third quarter of 2011
compared to the third quarter of 2010:

Table 2

(Dollars in thousands)

U.S.

Europe

Asia-Pacific

Totals

Revenue  3rd quarter 2010

$

18,146

43.7

%

$

16,810

40.5

%

$

6,547

15.8

%

$

41,503

100

%

Change in revenue:

Volume

14,353

79.1

635

3.8

417

6.4

15,405

37.1

Price/Mix

(820

)

(4.5

)

1,510

9.0

(1,671

)

(25.5

)

(981

)

(2.4

)

Foreign currency translation





1,394

8.3

217

3.3

1,611

3.9

Net change

13,533

74.6

3,539

21.1

(1,037

)

(15.8

)

16,035

38.6

Revenue  3rd quarter 2011

$

31,679

55.0

%

$

20,349

35.4

%

$

5,510

9.6

%

$

57,538

100

%

Revenue from U.S. operations increased by $13.6 million, or 74.6%, to $31.7 million in 2011
from $18.1 million in the third quarter of 2010. The increase was due to higher volume partially
offset by the unfavorable combined effect of price and mix due to the higher proportion of sales
from personal and professional printers.

Revenue from non-U.S. operations for the third quarter of 2011 increased by $2.5 million, or
10.7%, to $25.9 million from $23.4 million for the third quarter of 2010. Revenue from non-U.S.
operations as a percent of total revenue was 45.0% and 56.3%, respectively, for the third quarters
of 2011 and 2010. The increase in non-U.S. revenue, excluding the effect of foreign currency
translation, was 3.8% in the third quarter of 2011.

Revenue from European operations increased by $3.5 million, or 21.1%, to $20.3 million from
$16.8 million in the prior year period. This increase was due to a $0.6 million increase in volume,
a $1.4 million favorable impact of foreign currency translation and a $1.5 million favorable
combined effect of price and mix.

Revenue from Asia-Pacific operations decreased by $1.0 million, or 15.8%, to $5.5 million from
$6.5 million in the prior year period. This decrease was due to a $1.7 million unfavorable combined
effect of price and mix, partially offset by a favorable $0.4 million increase in volume and a $0.2
million favorable impact of foreign currency translation.

Gross profit and gross profit margins  third quarter

Table 3 sets forth gross profit and gross profit margin for our products and services for the
third quarters of 2011 and 2010:

Table 3

Quarter Ended September 30,

2011

2010

Gross

Gross

Gross

Profit

Gross

Profit

(Dollars in thousands)

Profit

Margin

Profit

Margin

Printers and other products

$

5,257

35.5

%

$

5,261

36.3

%

Print materials

11,981

64.9

8,716

61.2

Services

10,525

43.3

4,851

38.0

Total

$

27,763

48.3

%

$

18,828

45.4

%

On a consolidated basis, gross profit for the third quarter of 2011 increased by $9.0 million
to $27.8 million from $18.8 million in the third quarter of 2010, primarily as a result of higher
sales from all revenue categories and an increase in our gross profit margin.

Consolidated gross profit margin for the third quarter of 2011 increased 2.9 percentage points
to 48.3% from 45.4% in 2010. The higher gross profit margin reflected improvements in print
materials and custom parts services gross profit margin, partially offset by a higher portion of
printer sales of lower margin personal and professional printers.

Printers and other products gross profit was flat at $5.3 million for the third quarter of
2011 from 2010. Gross profit margin for printers decreased by 0.8 percentage points to 35.5% from
36.3% in the 2010 quarter. Gross profit and gross profit margin were negatively impacted by
increased sales of our lower margin personal and professional printers.

Print materials gross profit for the third quarter of 2011 increased by $3.3 million, or
37.5%, to $12.0 million from $8.7 million for the third quarter of 2010, and gross profit margin
for print materials increased by 3.7 percentage points to 64.9% from 61.2% in the 2010 quarter,
primarily due to the favorable shift in the mix of materials.

Gross profit for services for the third quarter of 2011 increased by $5.6 million, or 116.9%,
to $10.5 million from $4.9 million for the 2010 quarter, and gross profit margin for services
increased by 5.3 percentage points to 43.3% from 38.0% in the 2010 quarter. The increase in gross
profit was due primarily to higher levels of revenue associated with our custom parts services.
The increase in gross profit margin for services is primarily due to expanded gross profit on
custom parts services from increased synergies from the integration of acquired custom parts
services compared to the 2010 quarter. Custom parts services had a gross profit margin of 42.4%
for the third quarter of 2011 compared to 26.1% for 2010. Printer services had a gross profit
margin of 42.8% compared to 46.5% for the third quarter of 2010 and 47.2% for the second quarter of
2011.

Operating expenses

As shown in Table 4, total operating expenses increased by $5.3 million, or 38.8%, to $19.0
million in the third quarter of 2011 from $13.7 million in the third quarter of 2010. This
increase was due to higher selling, general and administrative expenses and higher research and
development expenses, which are discussed below.

Table 4

Quarter Ended September 30,

2011

2010

%

%

(Dollars in thousands)

Amount

Revenue

Amount

Revenue

Selling, general and administrative expenses

$

15,100

26.2

%

$

10,960

26.4

%

Research and development expenses

3,872

6.7

2,708

6.5

Total operating expenses

$

18,972

32.9

%

$

13,668

32.9

%

Selling, general and administrative expenses increased by $4.1 million to $15.1 million in the
third quarter of 2011 compared to $11.0 million in the third quarter of 2010, but decreased to
26.2% of revenue in 2011, compared to 26.4% for 2010. The increase was due primarily to a $1.4
million increase in compensation costs due to commissions on higher revenues and operating costs of
acquired businesses. SG&A expenses were also impacted by a $0.8 million increase in litigation
expenses, $0.3 million of acquisition related expenses, a $0.6 million increase in amortization
expense from acquired intangibles and a $0.3 million increase in bad debt expense.

Research and development expenses increased by $1.2 million, or 43.0%, to $3.9 million in the
third quarter of 2011 from $2.7 million in the third quarter of 2010, principally due to a $0.6
million increase in compensation expense and a $0.3 million increase in R&D materials expense in
2011, both due to expansion of our consumer solutions initiative and to new product development.

Income from operations

Our income from operations of $8.8 million for the third quarter of 2011 improved from $5.2
million of income from operations in the third quarter of 2010. See Gross profit and gross profit
margins and Operating expenses above.

The following table sets forth operating income by geographic area for the third quarters of
2011 and 2010:

Table 5

Quarter Ended September 30,

(Dollars in thousands)

2011

2010

Income from operations

United States

$

5,840

$

2,295

Germany

158

190

Other Europe

1,247

378

Asia Pacific

1,556

2,101

Subtotal

8,801

4,964

Inter-segment elimination

(10

)

196

Total

$

8,791

$

5,160

With respect to the U.S., in 2011 and 2010, the changes in operating income by geographic area
reflected the same factors discussed above in Gross profit and gross profit margins and Operating
expenses.

As most of our operations outside the U.S. are conducted through sales and marketing
subsidiaries, the changes in operating income in our operations outside the U.S. in 2011 and 2010
resulted primarily from changes in transfer pricing, which is a function of revenue levels.

Interest and other expense (income), net was $0.7 million of expense, net in the third quarter
of 2011 compared with $0.5 million of income, net in the 2010 quarter. The $0.7 million expense,
net in the third quarter of 2011 reflected foreign exchange losses of $0.6 million and $0.1 million
of interest expense, partially offset by a nominal amount of other interest and other income.

Interest and other expense (income), net was $0.5 million of income, net in the third quarter
of 2010 reflecting $0.7 million of foreign exchange gain and an insignificant amount of interest
income, partially offset by $0.1 million of interest expense, and $0.1 million of other expense.

Provision for (benefit of) income taxes

We recorded a $0.9 million provision for income taxes in the third quarter of 2011 and a $0.3
million provision for income taxes in the third quarter of 2010. Our provision for income taxes in
both periods primarily reflects tax expense associated with income taxes in non-U.S. jurisdictions.

We utilized reserved U.S. net operating loss carryforwards to eliminate current U.S. income
taxes. Due to our U.S. net operating loss carryforwards, our rate of cash taxes was 2.6 percent of
taxable income.

In conjunction with our ongoing review of actual results and anticipated future earnings, we
periodically reassess the possibility of releasing the valuation allowance remaining on our U.S.
net deferred tax assets. During the third quarter of 2011, we did not reverse any of the valuation
allowance applied to the U.S. net deferred tax assets. Based upon this ongoing assessment, a
release of the valuation allowance may occur during subsequent periods. The required accounting
for the release could involve significant tax amounts and it would impact earnings in the quarter
in which it was deemed appropriate to release the reserve.

Net income

Our net income for the third quarter of 2011 increased $1.8 million to $7.2 million compared
to $5.4 million in the third quarter of 2010. The principal reasons for the improvement, which are
discussed in more detail above, were:

 the $3.6 million improvement in our operating income; partially offset by

 the $1.2 million increase in interest and other expense (income), net; and

 the $0.6 million increase in tax expense.

For the quarter ended September 30, 2011, average common shares for basic and diluted earnings
per share were 50.5 million and 51.4 million, respectively, and basic and diluted earnings per
share were $0.14. For the quarter ended September 30, 2010, average common shares for basic and
diluted earnings per share were 46.3 million and 46.9 million, respectively, and basic and diluted
earnings per share were $0.12 and $0.11, respectively.

Results of Operations  Nine Month Comparisons

Nine month comparison of revenue by class of product and service

Table 6 sets forth our change in revenue by class of product and service for the first nine
months of 2011 compared to the same period of 2010:

We
generate revenues from the sale of printers and other products, print materials and
services. On a consolidated basis, revenue for the first nine months of 2011 increased by $52.3
million, or 48.3%, compared to the first nine months of 2010 as a result of improvements in each
revenue category. Our organic growth rate was 19.5% for the nine months ended September 30, 2011.

The increase in revenue from printers and other products is due primarily to volume of new
products for the first nine months of 2011 compared to the same period of 2010. Revenue from
printers and other products consisted of:



Production printers, which represented $25.1 million, or 56%, of total printer revenue
for the first nine months of 2011, compared to $19.2 million, or 57%, for the 2010 period;
and



Personal and professional printers, which made up the remaining $19.4 million, or 44%, in
the first nine months of 2011, compared to $14.7 million, or 43%, in the same period of
2010.

Due
to the relatively high list price of our production printers, our customers purchasing decisions
may have a long lead time. Combined with the overall low unit volume of production printers sales
in any particular period, the acceleration or delay of orders and shipments of a small number of
production printers from one period to another can significantly affect revenue reported for our
printers sales for the period involved. Revenue reported for printers sales in any particular
period is also affected by revenue recognition rules prescribed by generally accepted accounting
principles.

Revenue from print materials benefitted from the continued expansion of printers installed
over past periods coupled with a 89.5% increase in integrated materials sales revenue. Sales of
integrated materials represented 52% of total materials revenue in the first nine months of 2011
compared to 33% in the first nine months of 2010.

The increase in services revenue reflects revenue from our custom parts services and increased
revenue from printer service components, both from organic growth and acquisitions. Service
revenue from custom parts services was $40.1 million, or 61.1%, of total service revenue for the
first nine months of 2011 compared to $11.5 million, or 35.4%, in the first nine months of 2010.

In addition to changes in sales volumes, there are two other primary drivers of changes in
revenues from one period to another: the combined effect of changes in product mix and average
selling prices, sometimes referred to as price and mix effects, and the impact of fluctuations in
foreign currencies.

As used in this Managements Discussion and Analysis, the price and mix effects relate to
changes in revenue that are not able to be specifically related to changes in unit volume. Among
these changes are changes in the product mix of our materials and our systems as the trend toward
smaller, lower-priced printers has continued and the influence of new printers and print materials
on our operating results has grown.

Change in nine month revenue by geographic region

Each geographic region contributed to our higher level of revenue in the first nine months of
2011. Table 7 sets forth the change in revenue by geographic area for the first nine months of 2011
compared to the first nine months of 2010:

Table 7

(Dollars in thousands)

U.S.

Europe

Asia-Pacific

Totals

Revenue  nine months 2010

$

49,690

45.9

%

$

42,951

39.7

%

$

15,632

14.4

%

$

108,273

100

%

Change in revenue:

Volume

35,231

70.9

7,935

18.5

5,015

32.1

48,181

44.5

Price/Mix

(1,756

)

(3.5

)

2,381

5.5

(978

)

(6.3

)

(353

)

(0.3

)

Foreign currency translation





3,764

8.8

698

4.5

4,462

4.1

Net change

33,475

67.4

14,080

32.8

4,735

30.3

52,290

48.3

Revenue  nine months 2011

$

83,165

51.8

%

$

57,031

35.5

%

$

20,367

12.7

%

$

160,563

100

%

Revenue from U.S. operations increased by $33.5 million, or 67.4%, to $83.2 million in 2011
from $49.7 million in the first nine months of 2010. The increase was due to higher volume,
partially offset by the unfavorable combined effect of price and mix from a higher proportion of
sales from personal and professional printers.

Revenue from non-U.S. operations for the first nine months of 2011 increased by $18.8 million,
or 32.1%, to $77.4 million from $58.6 million for the first nine months of 2010. Revenue from
non-U.S. operations as a percentage of total revenue was 48.2% and
54.1%, respectively, for the first nine months of 2011 and 2010. The increase in non-U.S.
revenue, excluding the effect of foreign currency translation, was 24.5% in the first nine months
of 2011, compared to 42.6% in the first nine months of 2010.

Revenue from European operations increased by $14.0 million, or 32.8%, to $57.0 million from
$43.0 million in the prior year period. This increase was due to a $7.9 million increase in volume,
a $3.8 million favorable impact of foreign currency translation and a $2.4 million favorable
combined effect of price and mix.

Revenue from Asia-Pacific operations for the first nine months of 2011 improved by $4.8
million, or 30.3%, to $20.4 million from $15.6 million in the prior year period due to the
favorable $5.0 million increase in volume and a $0.7 million favorable impact of foreign currency
translation; partially offset by a $1.0 million unfavorable combined price and mix.

Gross profit and gross profit margins  nine months

Table 8 sets forth gross profit and gross profit margin for our products and services for the
first nine months of 2011 and 2010:

Table 8

Nine months Ended September 30,

2011

2010

Gross

Gross Profit

Gross

Gross Profit

(Dollars in thousands)

Profit

Margin

Profit

Margin

Printers and other products

$

16,732

37.6

%

$

12,101

35.6

%

Print materials

32,539

64.5

25,301

60.5

Services

26,893

41.0

11,703

36.0

Total

$

76,164

47.4

%

$

49,105

45.4

%

On a consolidated basis, gross profit for the first nine months of 2011 increased by $27.1
million to $76.2 million from $49.1 million in the first nine months of 2010, primarily as a result
of higher sales from all revenue categories and an increase in our gross profit margin.

Consolidated gross profit margin in the first nine months of 2011 increased by 2.0 percentage
points to 47.4% from 45.4% for the 2010 period. The higher gross profit margin reflected improved
overhead absorption due to higher sales and continued cost containment.

Printers and other products gross profit for the first nine months of 2011 increased to $16.7
million from $12.1 million for the 2010 period and gross profit margin for printers increased by
2.0 percentage points to 37.6% from 35.6% in the 2010 period, primarily due to increased sales of
higher margin production printers.

Print
materials gross profit for the first nine months of 2011 increased by
$7.2 million, or 28.6%, to $32.5 million from $25.3 million for the 2010 period, and gross profit margin for print
materials increased by 4.0 percentage points to 64.5% from 60.5% in the 2010 period, primarily due
to the favorable shift in the mix of materials.

Gross profit for services for the first nine months of 2011 increased by $15.2 million, or
130.0%, to $26.9 million from $11.7 million for the 2010 period, and gross profit margin for
services increased by 5.0 percentage points to 41.0% from 36.0% in the 2010 period. The increase in
gross profit was primarily due to higher levels of revenue associated with our custom parts
services and printer services. The increase in gross profit margin for services is primarily due
to increased synergies from the integration of acquired custom parts services, partially offset by
a lower gross profit margin on our printer services. Custom parts services had a gross profit
margin of 37.9% for the first nine months of 2011 compared to 18.6% in the 2010 period. Printer
services had a gross profit margin of 45.0% during the first nine months of 2011 compared to 45.6%
during the 2010 period.

Operating expenses

As shown in Table 9, total operating expenses increased by $14.1 million, or 37.2%, to $52.0
million in the first nine months of 2011 from $37.9 million in the first nine months of 2010.

Selling, general and administrative expenses increased by $12.3 million to $42.2 million in
the first nine months of 2011 compared to $29.9 million in the first nine months of 2010, but
decreased to 26.3% of revenue in 2011 compared to 27.6% in 2010. The increase was due primarily to
a $4.3 million increase in compensation costs due to commissions on higher revenues, operating
costs of acquired businesses and $0.4 million of restructuring expenses. Additionally, SG&A
expenses were impacted by a $1.9 million increase in litigation expenses, a $2.2 million increase
in amortization expense due to acquired intangibles, a $1.0 million increase in bad debt expense, a
$0.7 million increase in accounting and consulting fees, a $0.5 million increase in legal fees, a
$0.5 million increase in marketing expenses, $0.3 million increase in occupancy costs and a $0.3
million increase in travel expenses.

Research and development expenses increased by $1.7 million, or 22.0%, to $9.7 million in the
first nine months of 2011 from $8.0 million in the same period in 2010, principally due to a $1.1
million increase in compensation expense and a $0.3 million increase in R&D materials expense in the 2011
period.

Income from operations

Our income from operations for the nine months ended September 30, 2011 increased by $13.0
million to $24.2 million from $11.2 million in the nine months ended September 30, 2010. See Gross
profit and gross profit margins and Operating expenses above.

The following table sets forth operating income by geographic area for the first nine months
of 2011 and 2010:

Table 10

Nine months Ended September 30,

(Dollars in thousands)

2011

2010

Income from operations

United States

$

12,975

$

4,413

Germany

985

691

Other Europe

3,880

1,280

Asia Pacific

6,327

4,481

Subtotal

24,167

10,865

Inter-segment elimination

36

367

Total

$

24,203

$

11,232

With respect to the U.S., in 2011 and 2010, the changes in operating income by geographic area
reflected the same factors discussed above in Gross profit and gross profit margins and Operating
expenses.

As most of our operations outside the U.S. are conducted through sales and marketing
subsidiaries, the changes in operating income in our operations outside the U.S. from 2010 to 2011
resulted primarily from changes in transfer pricing, which is a function of revenue.

Interest and other expense (income), net

Interest and other expense (income), net was $0.5 million of expense, net in the first nine
months of 2011 compared with $0.3 million of expense, net in the 2010 period. The $0.5 million of
interest and other expense (income), net in the first nine months of 2011 reflected $0.4 million of
interest expense and $0.2 million of other expense; partially offset by $0.1 million of other
income and a nominal amount of interest income and foreign exchange gain.

Interest and other expense (income), net was $0.3 million of expense, net in the first nine
months of 2010 reflecting $0.4 million of interest expense and $0.1 million of foreign exchange
gain and an insignificant amount of interest income.

Provision for (benefit of) income taxes

We recorded a $3.7 million benefit of income taxes in the first nine months of 2011 and $0.8
million provision for income taxes in the first nine months of 2010. Our income tax benefit in the
2011 period primarily reflects the reversal of the valuation allowance discussed below, which is
partially offset by the expense associated with income taxes in non-U.S. jurisdictions. Our
provision for income taxes for the 2010 period primarily reflects tax expense associated with
income taxes in non-U.S. jurisdictions.

In conjunction with our ongoing review of actual results and anticipated future earnings, we
periodically reassess the possibility of releasing the valuation allowance remaining on our U.S.
net deferred tax assets. During the nine months of 2011, based upon our
recent results of operations and expected profitability in the future, we concluded that it is
more likely than not that a portion of our U.S. net deferred tax assets will be realized. As a
result, in accordance with ASC 740, we reversed $17.0 million of the valuation allowance applied to
the U.S. net deferred tax assets. The reversal of the valuation allowance resulted in a non-cash
income tax benefit of $6.2 million, which resulted in a benefit of 12 cents per share for the first
nine months of 2011.

We utilized U.S. net operating loss carryforwards to eliminate current U.S. income taxes.
Absent the reversal of the valuation allowance on our U.S net deferred tax assets, income tax
expense would have been $8.8 million and the income tax rate would have been 36.9 percent. Due to
our U.S. net operating loss carryforwards, our rate of cash taxes was 4.8 percent of taxable
income.

Net income

Our net income for the first nine months of 2011 improved $17.3 million to $27.4 million,
compared to $10.1 million for the first nine months of 2010. The principal reasons for the
improvement, which are discussed in more detail above, were:



the $13.0 million improvement in our operating income; and



the $4.5 million improvement in tax expense; partially offset by



the $0.2 million increase in interest and other expense (income), net.

For the nine months ended September 30, 2011, average common shares for basic and diluted
earnings per share were 49.5 million and 50.5 million, respectively, and basic and diluted earnings
per share were $0.55 and $0.54, respectively. For the nine months ended September 30, 2010,
average common shares for basic and diluted earnings per share were 46.0 million and 46.6 million,
respectively, and basic and diluted earnings per share were $0.22.

Financial Condition and Liquidity

Table 11

(Dollars in thousands)

September 30, 2011

December 31, 2010

Cash and cash equivalents

$

72,617

$

37,349

Working capital

$

89,108

$

42,475

Shareholders equity

$

229,563

$

133,119

Our unrestricted cash and cash equivalents increased by $35.3 million to $72.6 million at
September 30, 2011 from $37.3 million at December 31, 2010. This increase primarily resulted from
$64.1 million of cash from financing activities, including $62.1 million of net proceeds of a
public offering of common stock, partially offset by $44.8 million of cash used for acquisitions.
We generated $18.8 million of cash from operating activities, consisting of our $27.4 million net
income, including $5.4 million of non-cash charges that were included in our net income, and $14.1
million of cash used by net changes in operating accounts. We used $47.4 million of cash in
investing activities. See Cash flow and Capitalized lease obligations below.

Cash equivalents comprise funds held in money market instruments and are reported at their
current carrying value, which approximates fair value due to the short-term nature of these
instruments. We minimize our credit risk by investing primarily in investment grade liquid
instruments and limit exposure to any one issuer depending on credit quality.

Our net working capital increased by $46.6 million to $89.1 million at September 30, 2011 from
$42.5 million at December 31, 2010, primarily due to the factors discussed below.

Accounts receivable, net increased by $6.8 million to $42.6 million at September 30, 2011 from
$35.8 million at December 31, 2010. Our gross accounts receivable increased by $7.5 million from
December 31, 2010. In our changing business model, custom parts services and materials, both of
which are generally sold on credit terms, make up a larger percent of our total sales. With higher
revenue and an increased portion of our sales on credit terms, our days sales outstanding increased
to 68 days at September 30, 2011 from 64 days at December 31, 2010 and accounts receivable more
than 90 days past due increased to 8.1% of gross receivables from 5.0% at December 31, 2010.

Inventories increased by $4.0 million to $27.8 million at September 30, 2011 from $23.8
million at December 31, 2010. This increase resulted primarily from a $2.5 million increase in
finished goods inventory due to the timing of sales and revenue recognition at quarter end, which
also impacts our backlog, a $1.1 million increase in raw materials inventory primarily related to
the timing of deliveries of raw materials and printer assembly parts and a $0.4 million increase in
work in process related to the timing of assembly of printers. We maintained $2.2 million of
inventory reserves at September 30, 2011 and December 31, 2010.

The majority of our inventory consists of finished goods, including primarily printers, print
materials and service parts. Inventory also consists of raw materials and spare parts for the
in-house assembly and support service for personal and professional 3D printers. We outsource the
assembly and refurbishment of production printers; therefore, we generally do not hold in inventory
most parts for production printer assembly or refurbishment.

Accrued and other liabilities increased by $1.6 million to $19.6 million at September 30, 2011
from $18.0 million at December 31, 2010. This increase is primarily due to $1.9 million increase
in accruals related to acquisition earnouts and deferred payments, a $0.5 million increase in
accrued taxes, partially offset by a $0.7 million decrease in accrued compensation and benefits.

The changes in the first nine months of 2011 that make up the other components of working
capital not discussed above arose in the ordinary course of business.

Differences between the amounts of working capital item changes in the cash flow statement and
the balance sheet changes for the corresponding items are primarily the result of foreign currency
translation adjustments.

We have relied on our unrestricted cash and cash flow from operations in addition to the
proceeds from our common stock offering. However, it is possible that we may need to raise
additional funds to finance our activities beyond the next twelve months or to consummate
significant acquisitions of other businesses, assets, products or technologies. If needed, we may
be able to raise such funds by issuing equity or debt securities to the public or selected
investors, or by borrowing from financial institutions.

Cash flow

Table 12 summarizes the cash provided by or used in operating activities, investing activities
and financing activities, as well as the effect of changes in foreign currency exchange rates on
cash, for the first nine months of 2011 and 2010.

Table 12

(Dollars in thousands)

2011

2010

Cash provided by operating activities

$

18,783

$

18,472

Cash used in investing activities

(47,430

)

(10,342

)

Cash provided by financing activities

64,071

103

Effect of exchange rate changes on cash

(156

)

665

Net increase in cash and cash equivalents

$

35,268

$

8,898

Cash flow from operating activities

For the nine months ended September 30, 2011, our operating activities provided $18.8 million
of net cash. This source of cash consisted primarily of net income plus the effects of non-cash
items and changes in working capital, which are described above.

For the nine months ended September 30, 2010, our operating activities provided $18.5 million
of net cash. This source of cash consisted primarily of net income plus the effects of non-cash
items and changes in working capital.

Cash flow from investing activities

Net cash used in investing activities in the first nine months of 2011 increased to $47.4
million from $10.3 million for the first nine months of 2010. This increase was primarily due to
$44.8 million of cash paid for acquisitions during the first nine months of 2011, compared to $9.1
million of cash paid for acquisitions in the 2010 period.

Cash flow from financing activities

Net cash provided by financing activities increased to $64.1 million for the nine months ended
September 30, 2011 compared to $0.1 million in the 2010 period. This increase resulted primarily
from $62.1 million of net proceeds, after deducting issuance costs, of our offering of common stock
and from $2.4 million of stock-based compensation proceeds.

In March 2011, we filed a shelf registration statement, under which we may issue, from time to
time, up to $175.0 million of common stock, preferred stock, debt securities or warrants for debt
or equity securities or units of such securities, in one or more offerings. During the first nine
months of 2011, we completed a common stock offering that resulted in $62.1 million of cash, net.

For certain of our recent acquisitions we are obligated for deferred purchase price payments
totaling $3.7 million, based upon the exchange rate at the dates of acquisition for foreign
acquisitions. Certain of these acquisitions also contain earnout provisions under which the
sellers of the acquired businesses can earn additional amounts. The total amount of liabilities
recorded for these earnouts is $5.2 million. See Note 2 for details of acquisitions and related
commitments.

As of September 30, 2011, we have supply commitments for 2011 related to printer assembly that
total $9.1 million.

Off-balance sheet arrangements

We have no off-balance sheet arrangements and do not utilize any structured debt, special
purpose, or similar unconsolidated entities for liquidity or financing purposes.

Capitalized lease obligations

Our principal contractual commitments consist of capitalized lease obligations of $7.7 million
at September 30, 2011. Our capitalized lease obligations decreased from $8.3 million at December
31, 2010, primarily due to scheduled payments of principal on capital lease installments and the
exercise of our option to purchase the expansion land in March 2011.

Outstanding capitalized lease obligations primarily relate to two lease agreements that we
entered into during 2006 with respect to our Rock Hill facility, one of which covers the facility
itself and the other of which covers certain furniture and fixtures that we acquired for use in the
facility. The carrying value of the headquarters facility and the furniture and fixture leases at
September 30, 2011 and December 31, 2010 was $7.7 million and $8.3 million, respectively.

Our outstanding capitalized lease obligations at September 30, 2011 and December 31, 2010 were
as follows:

Table 13

September 30,

December 31,

(Dollars in thousands)

2011

2010

Capitalized lease obligations:

Current portion of capitalized lease obligations

$

155

$

224

Capitalized lease obligations, long-term portion

7,585

8,055

Total capitalized lease obligations

$

7,740

$

8,279

Financial instruments

We conduct business in various countries using both the functional currencies of those
countries and other currencies to effect cross border transactions. As a result, we are subject to
the risk that fluctuations in foreign exchange rates between the dates that those transactions are
entered into and their respective settlement dates will result in a foreign exchange gain or loss.
When practicable, we endeavor to match assets and liabilities in the same currency on our balance
sheet and those of our subsidiaries in order to reduce these risks. We also, when we consider it to
be appropriate, enter into foreign currency contracts to hedge exposures arising from those
transactions.

We do not hedge or trade for speculative purposes, and our foreign currency contracts are
generally short term in nature, typically maturing in 90 days or less. We have elected not to
prepare and maintain the documentation to qualify for hedge accounting treatment under ASC 815,
Derivatives and Hedging, and therefore, we recognize all gains and losses (realized or
unrealized) in interest and other expense, net in our unaudited condensed consolidated statements
of operations and comprehensive income.

There were no foreign exchange contracts outstanding at September 30, 2011 or December 31,
2010. See Note 7 of the unaudited condensed consolidated financial statements.

Changes in the fair value of derivatives are recorded in interest and other expense (income),
net in our unaudited condensed consolidated statements of operations and comprehensive income.
Depending on the fair values at the end of the reporting period,
derivatives are recorded either in prepaid and other current assets or in accrued and other
liabilities in our unaudited condensed consolidated balance sheets.

The total foreign currency related impact on our unaudited condensed consolidated statements
of operations and comprehensive income was nominal for the nine months ended September 30, 2011 and
a $0.1 million gain for the 2010 period.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these
pronouncements on our consolidated financial statements, see Note 1 to the unaudited condensed
consolidated financial statements.

Critical Accounting Policies and Significant Estimates

For a discussion of our critical accounting policies and estimates, refer to Managements
Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting
Policies and Significant Estimates in our Annual Report on Form 10-K for the year ended December
31, 2010.

Forward-Looking Statements

Certain statements made in this Form 10-Q that are not statements of historical or current
facts are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include the cautionary statements and risk factors set
forth below, as well as other statements made in the Form 10-Q that may involve known and unknown
risks, uncertainties and other factors that may cause our actual results, performance or
achievements to be materially different from historical results or from any future results
expressed or implied by such forward-looking statements.

In addition to statements that explicitly describe such risks and uncertainties, readers are
urged to consider statements in future or conditional tenses or that includes terms such as
believes, belief, expects, intends, anticipates or plans to be uncertain and
forward-looking. Forward-looking statements may include comments as to our beliefs and expectations
as to future events and trends affecting our business. Forward-looking statements are based upon
managements current expectations concerning future events and trends and are necessarily subject
to uncertainties, many of which are outside our control. The factors stated under the heading
Cautionary Statements and Risk Factors set forth below and those described in our other SEC
reports, including our Annual Report on Form 10-K for the year ended December 31, 2010, as well as
other factors, could cause actual results to differ materially from those reflected or predicted in
forward-looking statements.

Any forward-looking statements are based on managements beliefs and assumptions, using
information currently available to us. We assume no obligation, and do not intend, to update these
forward-looking statements.

If one or more of these or other risks or uncertainties materializes, or if our underlying
assumptions prove to be incorrect, actual results may vary materially from those reflected in or
suggested by forward-looking statements. Any forward-looking statement you read in this Form 10-Q
reflects our current views with respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to our operations, results of operations, growth strategy
and liquidity. All subsequent written and oral forward-looking statements attributable to us or
individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You
should specifically consider the factors identified or referred to in this Form 10-Q and our other
SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2010, which
could cause actual results to differ from those referred to in forward-looking statements.

Cautionary Statements and Risk Factors

We recognize that we are subject to a number of risks and uncertainties that may affect our
future performance. The risks and uncertainties described in Item 1A in our Annual Report on Form
10-K for the year ended December 31, 2010 are not the only risks and uncertainties that we face.
Additional risks and uncertainties not currently known to us or that we currently deem not to be
material also may impair our business operations. If any of these risks actually occur, our
business, results of operations and financial condition could suffer. In that event the trading
price of our common stock could decline, and you may lose all or part of your investment in our
common stock. The risks in Item 1A in our Annual Report on Form 10-K for the year ended December
31, 2010 also include forward-looking statements, and our actual results may differ substantially
from those discussed in these forward-looking statements.

Except as required by the federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of market risks at December 31, 2010, refer to Item 7A, Quantitative and
Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended
December 31, 2010. During the first nine months of 2011, there were no material changes or
developments that would materially alter the market risk assessment performed as of December 31,
2010.

Item 4.

Controls and Procedures.

Evaluation of disclosure controls and procedures

As of September 30, 2011, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. These controls and
procedures were designed to provide reasonable assurance that the information required to be
disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms and that
such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, in a manner to allow timely decisions regarding required
disclosures. Based on this evaluation, including an evaluation of the rules referred to above in
this Item 4, management has concluded that our disclosure controls and procedures were effective as
of September 30, 2011 to provide reasonable assurance that the information required to be disclosed
in the reports we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms and that such information
is accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, in a manner to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

There were no material changes in our internal controls over financial reporting during the
period covered by this Form 10-Q that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

The information set forth in Note 14 of the unaudited condensed consolidated financial
statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 1A.

Risk Factors.

There have been no material changes from the risk factors as previously disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2010.

Item 6.

Exhibits.

The following exhibits are included as part of this filing and incorporated herein by this
reference:

3.1

Certificate of Incorporation of Registrant. (Incorporated by
reference to Exhibit 3.1 to Form 8-B filed on August 16, 1993,
and the amendment thereto, filed on Form 8-B/A on February 4,
1994.)

3.2

Amendment to Certificate of Incorporation filed on May 23,
1995. (Incorporated by reference to Exhibit 3.2 to Registrants
Registration Statement on Form S-2/A, filed on May 25, 1995.)

3.3

Certificate of Designation of Rights, Preferences and
Privileges of Preferred Stock. (Incorporated by reference to
Exhibit 2 to Registrants Registration Statement on Form 8-A
filed on January 8, 1996.)

3.4

Certificate of Designation of the Series B Convertible
Preferred Stock, filed with the Secretary of State of Delaware
on May 2, 2003. (Incorporated by reference to Exhibit 3.1 to
Registrants Current Report on Form 8-K, filed on May 7, 2003.)

3.5

Certificate of Elimination of Series A Preferred Stock filed
with the Secretary of State of Delaware on March 4, 2004.
(Incorporated reference to Exhibit 3.6 of Registrants Annual
Report on Form 10-K for the year ended December 31, 2003, filed
on March 15, 2004.)

3.6

Certificate of Elimination of Series B Preferred Stock filed
with the Secretary of State of Delaware on June 9, 2006.
(Incorporated reference to Exhibit 3.1 of Registrants Current
Report on Form 8-K, filed on June 9, 2006.)

3.7

Certificate of Amendment of Certificate of Incorporation filed
with Secretary of State of Delaware on May 19, 2004.
(Incorporated by reference to Exhibit 3.1 of the Registrants
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004, filed on August 5, 2004.)

3.8

Certificate of Amendment of Certificate of Incorporation filed
with Secretary of State of Delaware on May 17, 2005.
(Incorporated by reference to Exhibit 3.1 of the Registrants
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2005, filed on August 1, 2005.)

3.9

Certificate of Designations, Preferences and Rights of Series A
Preferred Stock, filed with the Secretary of State of Delaware
on December 9, 2008. (Incorporated by reference to Exhibit 3.1
of Registrants Current Report on Form 8-K, filed on December
9, 2008.)

3.10

Amended and Restated By-Laws. (Incorporated by reference to
Exhibit 3.2 of Registrants Current Report on Form 8-K, filed
on December 1, 2006.)

3.11

Certificate of Amendment of Certificate of Incorporation filed
with Secretary of State of Delaware on October 7, 2011.
(Incorporated by reference to Exhibit 3.1 of the Registrants
Current Report on Form 8-K, filed on October 7, 2011.)

31.1

Certification of Principal Executive Officer, filed pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 dated July 28,
2011.

31.2

Certification of Principal Financial Officer, filed pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 dated July 28,
2011.

In accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be
filed for purposes of Section 18 of the Exchange Act of 1934, as amended,
and is otherwise not subject to liability under these sections.

1. I have reviewed this report on Form 10-Q of 3D Systems Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and

5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.

1. I have reviewed this report on Form 10-Q of 3D Systems Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and

5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
accompanies the Quarterly Report on Form 10-Q (the Form 10-Q) for the quarter ended September 30,
2011 of 3D Systems Corporation (the Issuer).

I, Abraham N. Reichental, the Principal Executive Officer of the Issuer, certify that,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to
the best of my knowledge:

(i) the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934; and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects,
the financial condition and results of operations of the Issuer.

/s/ Abraham N. Reichental

Name:

Abraham N. Reichental

Date: October 27, 2011

A signed original of this written statement required by Section 906 has been provided to 3D Systems
Corporation and will be retained by 3D Systems Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.

EX-32.2
5
c23657exv32w2.htm
EXHIBIT 32.2
Exhibit 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
accompanies the Quarterly Report on Form 10-Q (the Form 10-Q) for the quarter ended September 30,
2011 of 3D Systems Corporation (the Issuer).

I, Damon J. Gregoire, the Principal Financial and Accounting Officer of the Issuer, certify
that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
to the best of my knowledge:

(i) the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934; and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects,
the financial condition and results of operations of the Issuer.

/s/ Damon J. Gregoire

Name:

Damon J. Gregoire

Date: October 27, 2011

A signed original of this written statement required by Section 906 has been provided to 3D Systems
Corporation and will be retained by 3D Systems Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.